(b) REGISTRATION:

 (i) except for (x) the filing of UCC financing Statements
 with regard to the Lease, and the Security Deposit in
 the District of Columbia, all of which shall have been
 accomplished on or before the Delivery Date, and (y) the
 filing and recordation of this Agreement, the Lease
 Supplement No. 1 and the Bill of Sale as provided in
 Clause 8.11(f), it is not necessary or advisable under

 35


 the laws of the Country of Incorporation, the Country of
 Registration or the Habitual Base in order to ensure the
 validity, effectiveness and enforceability of this
 Agreement or the other Transaction Documents or to,
 establish, perfect or protect the property rights of
 Lessor in or with respect to the Aircraft or any Engine
 or Part, or the Security Deposit, that this Agreement or
 any other Transaction Document or any other document or
 instrument relating thereto be filed, registered or
 recorded or that any other action be taken; and

 (ii) upon completion of the filings referenced in Clause
 2.2(b)(i) and the recordation, registration or indexing
 of the instruments so filed by the appropriate
 Government Entities, under the laws of the Country of
 Incorporation, the Country of Registration and the
 Habitual Base and the other jurisdictions referred to in
 Clause 8.11(f), the property rights of Lessor and
 Beneficiary in the Aircraft, the Lease and the Security
 Deposit will be fully established and perfected;

 (c) LITIGATION: no litigation, arbitration or administrative
 proceedings are pending or to its knowledge threatened against
 Lessee in any jurisdiction which reasonably may be expected to
 have a material adverse effect upon its financial condition or
 business or its ability to perform its obligations under this
 Agreement;